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Terms & Conditions of Sale, Delivery and Payment 

1. Quotations and Prices

Our quotations are subject to confirmation in all cases and will be valid for four weeks. The prices valid on the day of the purchase order shall apply. Prices are quoted in euros and exclusive of statutory value-added tax unless stated otherwise. They apply from our warehouse excluding packaging, except as provided for in paragraph 4.

Any special conditions requested by the customer regarding packaging (e.g. rail dispatch with appropriate padding) or mode of dispatch (express, fast delivery, rail containers, post, etc.) will be met as far as possible and charged for separately.

A minimum quantity surcharge of 25 euros will be charged for shipments where the value of the goods is less than 50 euros.

2. Orders

The acceptance of orders shall be subject to our written confirmation or the dispatch of the ordered goods. These Terms & Conditions of Sale, Delivery and Payment shall apply exclusively to all transactions with our customers, even if they are only known to the customer through previous transactions and quotations.

Any conditions set out by the customer shall only apply insofar as they concur with our conditions, even if we do not specifically refuse acceptance of differing conditions. Any agreements which are at variance with these conditions or with the order confirmed in writing, or which contain additions thereto, shall be subject to our written confirmation in order to be valid.

We reserve the right, even after order confirmation, to make technical improvements or modifications to the technical specifications and design standards applicable at any given time, insofar as this is reasonable for the customer.

We shall be entitled to increase the prices if said increase is due to circumstances which only occurred after the conclusion of the contract and for which we are not responsible; the price increase must be in line with the changed circumstances.

If a change occurs in the firm, the company or in the personal circumstances of the customer after conclusion of the contract which reduces the relevant credit rating and/or borrowing capacity, or if we learn of a reduction in credit rating and/or borrowing capacity which already occurred before conclusion of the contract, we shall be entitled at our discretion to demand immediate payment of all accounts – even where bills of exchange or cheques have been given for these receivables – or the provision of security. In any case, we may make the onward delivery subject to the prior payment of outstanding claims and, in the case of new orders yet to be received, subject to advance payment. We shall further be entitled to withdraw from the contract in whole or in part, after allowing a reasonable period of grace on pain of declining delivery, or to claim damages for breach of contract.

3. Delivery, Delivery Time, Part Delivery

Deliveries will in principle be made ex works. 

We will only adhere to specific delivery dates if they are agreed in writing.

In the case of orders where a schedule of services must be provided for the project planning work to be carried out by KnorrTec, delivery dates will only be valid if the scope and type of deliveries and services have been confirmed in writing by the instructing party. If failure to meet a delivery deadline agreed in writing can be proven to be due to force majeure, e.g. mobilisation, war, riot, strike, lockout or other events beyond our control which we cannot reasonably prevent, the deadline shall be extended accordingly.

In the event of failure to meet a deadline agreed in writing for reasons other than those mentioned above, the customer may – subject to proving that damages have been sustained as a result of the delay – claim compensation for each full week of delay from ½ % up to a maximum amount of 6 % of the part of the delivery which was not made in accordance with the contract. No further claims for damages may be made.

The customer may also demand payment of the compensation for delay if the circumstances mentioned in paragraph 2 sentence 2 only occur after the originally agreed deadline has been exceeded through fault.

This does not impair the right of the customer right to withdraw from the contract if we have been allowed a reasonable period of grace and it has elapsed to no avail.

If the delivery of a product not ordered on a specific date is delayed for longer than is customary in the industry, the customer may withdraw from the contract after allowing a reasonable period of grace.  Claims for damages made by the customer, regardless of legal grounds, shall be excluded in all cases of delayed delivery even after expiry of a period of grace granted to us. This shall not apply where we have mandatory liability in cases of deliberate intent or gross negligence.

We may make part deliveries.

4. Dispatch

Goods will be dispatched at the risk of the customer unless we have taken out insurance to cover the goods in transit; this shall also apply to any return consignments.

5. Payments

Invoices will be issued on or after delivery. In the case of purchase orders where the invoice value exceeds EUR 50,000.00, however, the following split shall apply:

40% on confirmation of the order 

60% on delivery or handover 

In the case of part deliveries, the amount payable in the second instalment will depend on the proportion of goods delivered in relation to the total delivery volume.

Our invoices shall be payable strictly net within 30 days of the invoice date. Where payment is made within eight days of the invoice date, we will grant a 2% discount on the net value of the goods plus statutory value added tax. Any other receivables due to us and not yet paid must be deducted from the invoice amount in order to arrive at the amount eligible for discount.

The aforementioned deposit of 40% shall be payable immediately by first-time customers.

Invoices for services, spare parts and repairs shall be due for payment immediately net cash and shall not be eligible for any discount.

In the event of default, we shall be entitled to charge interest on arrears at 16% p.a.

Only persons with written authority to collect issued by us shall be authorised to collect payments. We will only accept bills of exchange in payment by special agreement, duly charging the expenses and costs incurred. Our claim shall not expire until such time as the cheques or bills of exchange given to us have been cashed.

The customer may only offset or assert a right of retention against our claims if the counterclaim of the customer is not disputed by us or if title against us is legally established.

6. Development Contracts

The buyer shall not acquire any inventor rights to the items developed or to the equipment used to make these items, even if the buyer has paid a share of the development costs and/or production costs.

7. Tool costs

The customer shall not acquire any rights to the tools themselves through assuming a portion of the costs.

8. Reservation of Title

The goods delivered by us shall remain our property until such time as all our current and future claims against the customer arising from the business relationship have been met. Our claims shall not cease to exist through addition to an open balance and its recognition. The customer may only sell the goods delivered by us in the ordinary course of business, either against cash payment or by agreement of a retention of title or, if forwarded to resellers, only subject to agreement of an extended all-monies clause. The customer must make due and adequate provision for the storage and insurance of the goods which belong to us. Pledges and transfers by way of security as well as any other disposal of these goods shall not be permitted. If the goods delivered by us under reservation of title are seized by third parties at the customer's premises, the customer must notify us immediately and inform the third parties of our retention of title. The customer shall bear all costs incurred by us through the prevention of third-party access to the goods subject to reservation of title, in particular seizure, insofar as these costs are not recoverable from third parties.

If the goods delivered by us are resold, they must be invoiced separately from goods of other suppliers. Our customer hereby assigns to us in full all claims against the purchaser arising from the sale together with all ancillary rights (property subject to reservation of ownership, collateral, bills of exchange, etc.) until full payment of our claims referred to in paragraph 1. If a genuine or spurious current account relationship exists between the customer and the latter's buyers, the customer hereby also assigns to us the claims arising from the current account relationship, the balance statements and the outstanding balance claims.

In the case of payment by cheque or bill of exchange, the ownership of these documents shall pass to us as soon as the customer acquires said ownership; the customer shall hold the documents in safe custody for us in the first instance in lieu of their handover. If the customer has the bill of exchange discounted, the latter hereby assigns to us in advance the discount earned.

If the goods delivered by us were sold by the customer together with goods delivered by other suppliers and all included on one collective invoice, the amount on the total invoice which is attributable to the goods delivered by us shall be assigned to us; the same shall apply to the ancillary rights (e.g. property subject to reservation of ownership, collateral, bills of exchange, etc.). If and insofar as the claims assigned to us are not asserted by us, the buyer shall be entitled to apply these claims and to enforce ancillary rights. The collection authorisation and the entitlement to enforce ancillary rights may be withdrawn from the customer for good cause, most notably in the event of a significant deterioration in the financial situation of the customer. The rights shall lapse without being withdrawn if the customer fails to discharge its payment obligations to us, if composition or bankruptcy proceedings in or out of court are instituted against the latter, or if a petition to open insolvency proceedings against the latter is dismissed for lack of assets.

Our customer may not cede the claims assigned to us in advance to third parties (especially not to financing institutions or by way of factoring arrangements), nor may the customer enter into hire purchase agreements with financing institutions for the goods supplied under reservation of ownership without our prior written consent. If the securities to which we are entitled in accordance with the above provisions exceed our claims by more than 25%, we will release security interests of our choice at the request of the customer.

If our customer defaults on its payment obligations to us, suspends its payments or if composition or bankruptcy proceedings are opened in or out of court against its assets or dismissed for lack of assets, the entire remaining debt shall become due, even if bills of exchange should mature at a later date. In this case, the customer shall, at our request, provide us with a list of all goods belonging to us which are still in its possession and a list of the claims assigned to us with the names and addresses of the debtors and the amount of the claims.

If the conditions set out in paragraph 6 above are met, the customer must, at our request, notify the debtors of the assignment of the claim to us, although we shall be at liberty to notify them ourselves. In the cases set out in paragraph 6 above, we shall also be entitled to retrieve the goods owned by us for the purpose of securing claims without having to declare withdrawal from the contract.

9. Complaints, Warranty Claims

Complaints due to incomplete and incorrect delivery must be issued in writing immediately after delivery, and notification of defects must be issued in writing immediately after their discovery.

Defects based on manufacturing faults or material flaws shall be covered by warranty for one year after delivery, acceptance of functional components or acceptance of systems. If a defect covered by warranty is discovered, we will be legally obliged to deliver the parts necessary to remedy the defect free of charge. The warranty shall not cover rectification of the defect on site.

No further claims may be made on the warranty, most notably for damage which has not occurred to the delivered goods themselves, unless we are guilty of deliberate intent or gross negligence.

The rejected goods must be sent to us free of charge in their original packaging – if available – otherwise in the correct type of packaging.

Our warranty obligation shall cease to apply if defects or changes to the delivered goods are due to improper modifications or interventions by the customer or other third parties. The warranty shall also be null and void in the event of further processing of the goods, excessive wear or improper use or natural wear and tear of the delivered goods by the customer or other third parties. The occurrence of defects, the notification of defects and the elimination of defects shall not delay the expiry of the warranty periods and shall not trigger the start of new warranty periods.

We shall be entitled to assign our claims against our suppliers to the customer in lieu of rectification and/or replacement delivery. The customer must grant us a reasonable period of time to remedy all defects and to supply replacement parts. If no such allowance is made, all claims against us shall lapse.

10. Place of Performance

The exclusive place of performance for delivery and payment shall be Beratzhausen.

11. Place of Jurisdiction

If the customer is a merchant not listed among the traders specified in section 4 of the German Commercial Code (Handelsgesetzbuch - HGB), a legal entity under public law or a special fund under public law, the exclusive place of jurisdiction shall be Regensburg. This shall also apply in case of legal action arising from bills of exchange or cheques which have been issued. Regardless of the amount in dispute, we may also take legal action at the district court having local jurisdiction.

12. Non-commercial Business Transactions

The following variations are hereby agreed for the validity of the above conditions in business transactions with customers who are not merchants as defined in section 24 (1) (clauses 1 and 2) of the General Civil Code of Austria (Allgemeines Bürgerliches Gesetzbuch - ABGB).

Paragraph 1 sentence 2 (reservation of price changes) shall not apply.

Paragraph 6 (Reservation of Title) shall be worded as follows:

The delivered goods shall remain our property until the entire purchase price has been paid. Our claims shall not cease to exist through addition to an open balance and its recognition.

The customer may only resell the goods delivered by us in the ordinary course of business either against cash payment or subject to agreement of a retention of title. The customer hereby assigns to us in full the claims against the purchaser arising from the sale together with all ancillary rights (property subject to reservation of ownership, collateral, etc.) until full payment of our purchase price claims. Our reservation of title shall also extend to the new product manufactured by combining the goods delivered by us with other items. Where combined with third-party items, we shall acquire a share in ownership which the customer shall hold on our behalf.

Paragraph 7 (Complaints, Warranty Claims) shall be worded as follows:

We will remedy the defects covered by the warranty during the warranty period of 12 months after the transfer of risk to the customer, choosing whether to repair the goods free of charge or deliver replacements. If the repair or replacement delivery should prove unsuccessful, the customer may exercise discretion in choosing whether to request a reduction in the price or annulment of the contract.

The place of jurisdiction shall be the place of residence of the customer.

13. Severability Clause

Should individual provisions of this agreement be or become legally inoperative or invalid, this shall not affect the validity of the other provisions of this agreement.

The parties undertake to replace legally inoperative or invalid provisions with new provisions which express the commercial intent of the legally inoperative or invalid provisions in a legally permissible manner. The same shall apply if the contract is found to contain a loophole. The parties undertake to make every effort to close the loophole by establishing appropriate provisions which are in keeping with the spirit and purpose of the contract and most closely reflect that which the parties would have agreed if they had been mindful of the relevant points.

KnorrTec Terms & Conditions of Sale, Delivery and Payment      Last Revised Nov 2010